Version: 08 November 2024

These General Terms and Conditions ("General Terms and Conditions", "GTC", or “Agreement”) govern the contractual relationship between Pelt8 ("Pelt8", "Provider", or “Contractor”) and its users (hereinafter referred to as the “User”, "Customer", “Controller”, or “Partner”) for the use and access of the software or platform (the "Pelt8 Software" or “Platform”) developed by Pelt8.

All Terms in this Agreement, unless specifically expressed otherwise, shall apply to the Pelt8 Software, unless explicitly mentioned otherwise in the Standard Subscription Form or any additional signed agreement between the parties.

By signing onto Pelt8 or using the Platform, the User unequivocally acknowledges the following provisions without reservation.

The Provider reserves the right to make subsequent amendments or additions to the Agreement. These amendments or additions become part of the Agreement unless the User objects within 14 days of becoming aware.

The current version of the Agreement is published on the Provider's Website at https://www.pelt8.com/legal/terms-and-conditions.

DEFINITIONS

• Personal Data: Any information related to an individual, including contact details, IP addresses, and other identifying data.

• Process: Actions involving Personal Data, such as obtaining, using, storing, or disclosing information.

• Data Controller: The entity responsible for deciding the purpose and means of processing Personal Data under the Swiss Data Protection Act, GDPR, or other applicable laws.

• Data Processor: Pelt8, when acting on behalf of the Client Account for Personal Data processing purposes.

• Client Account: A customer account associated with an Organisation on the Pelt8 Software, representing a unique customer within the system.

• Organisation: The entity or company that owns a Client Account and its associated users on the Pelt8 Software.

• Licensed Company: A company authorized to use the Pelt8 Software, retaining exclusive rights to its data and able to request data release from Pelt8 during the contract term.

• Website: Refers to Pelt8’s online presence at pelt8.com, where Personal Data of visitors is processed.

1. AGREEMENT

With the Pelt8 Software, the Provider primarily offers Software as a Service (SaaS) over the Internet in the field of business software. Additionally, the Provider provides supplementary services in various areas (collectively referred to as "Services"). The current scope of services and conditions is detailed in the service description on the Provider's Website. The Agreement includes, in particular:

1. The provision of the Pelt8 Software for use over the Internet;

2. Data Hosting of Customer Data;

3. Provision of various add-ons (the “Platform Add-On”) for the Pelt8 Software, some offered by the Provider and some by third parties.

2. LICENSED COMPANY

A Licensed Company is an entity authorized by the Provider to access and use the Pelt8 Software. This includes the Customer and any related entities explicitly named in the Standard Subscription Form or any additional agreements. Authorization may be granted directly or via Customer’s written consent for third-party entities, such as trustees or consulting companies, provided they comply with all terms, particularly those on usage limitations and access rights.

Test users also qualify as Licensed Companies, granted temporary access for testing without a signed Standard Subscription Form, and must comply with usage limitations as specified.

3. PROVISION AND USAGE RIGHTS OF SOFTWARE

The Provider makes the Pelt8 Software available to the Licensed Company and its users (“Users”) over the Internet during the Agreement term. Full access to the Pelt8 Software’s capabilities requires payment as established in the Standard Subscription Form or any additional agreement.

The Provider continuously updates, develops, and monitors the Software, addressing errors as feasible. The Licensed Company receives a non-exclusive, non-transferable right to use the Pelt8 Software for the contract term. Reproduction, modification, or distribution to third parties is prohibited unless expressly authorized in writing by the Provider.

4. HANDLING OF CUSTOMER DATA AND FEEDBACK

4.1 Handling of Customer Data

All data processing of the Licensed Company's data (the “Customer Data”) is subject to the terms outlined in the Data Privacy Policy and the Data Processing Agreement (DPA), both of which are accepted with this Agreement. Both parties commit to fulfilling their data protection obligations as per the DPA, GDPR, and relevant laws. If there is any conflict between this Agreement and the DPA or GDPR, the DPA and GDPR prevail to ensure lawful handling of Personal Data.

4.2 Feedback

If the Licensed Company provides feedback regarding the functionality and performance of the services, Pelt8 may use this feedback without restrictions or obligations to the Licensed Company.

5. COOPERATION WITH THIRD PARTIES / TRUSTEE

The Customer may authorize third parties, such as trustees (“Trustee”), to access their Pelt8 account to facilitate data exchange. This access is controlled by the Customer and may be restricted or revoked at any time. Such access requires the Customer’s written consent, in accordance with Section 4. The Provider assumes no responsibility for data processing by authorized third parties.

6. CONSULTATION SERVICES FROM THIRD-PARTY PROVIDERS

The Licensed Company may seek Consultation Services from third parties, including trustees or external consultants, for setup and onboarding. Access for these services must comply with Section 4. Any claims related to these services are exclusively against the third-party provider. The Provider reserves the right to restrict or terminate these services for individual customers for significant reasons.

7. SUPPORT

The Provider will respond to Licensed Companies inquiries regarding the Software and other services provided by the Provider as quickly as possible during regular business hours, which are defined as follows:

Regular business hours are from 8:00 am to 5:00 pm local time in Switzerland on any working day. A working day is any day other than a Saturday or Sunday or a public holiday in the city or canton of Zurich.

Basic technical support for addressing issues related to the SaaS tool, such as bugs or errors, is offered without charge. It is important to be aware that support for third-party software and services, including Consultation Services and Platform Add-Ons, is not encompassed within this basic support. Additionally, any supplementary services, such as consultation, quality control, or training, are not covered by this free support service.

The Licensed Companies should report any faults and other problems related to the Pelt8 Platform to the Provider during regular business hours using the following communication channels:

• Email: support@pelt8.com

• System: Currently, support is available via email, with a ticket system planned

8. DATA HOSTING & DATA BACKUP

All data hosting and data backup activities under this Agreement are governed by this Agreement and the Pelt8 Data Hosting Policy. This includes the secure storage, backup, and management of Customer Data, with data stored in compliance with Pelt8’s security protocols and the applicable data protection laws, including GDPR and Swiss data protection regulations.

9. AVAILABILITY OF THE SOFTWARE AND DATA HOSTING

The Provider endeavors to make the Software and Data Hosting services available 24 hours a day, 7 days a week. However, service availability may be impacted by scheduled maintenance, updates, or unforeseeable events outside the Provider’s control, such as force majeure, third-party service issues, or software/hardware malfunctions.

• Scheduled Maintenance: Maintenance work, when possible, is scheduled outside regular business hours, defined as 8:00 am to 5:00 pm local time in Switzerland on working days (excluding weekends and public holidays in Zurich).

• Temporary Unavailability: Temporary unavailability of the Software or Data Hosting due to maintenance or technical issues does not constitute a breach of this Agreement, provided that the Provider diligently works to restore access as quickly as feasible.

In cases of extended service unavailability, Pelt8 will inform the Licensed Company as soon as possible and provide an estimated time for restoration of services. Compensation for downtime is not offered unless explicitly provided for in a supplementary agreement.

10. CUSTOMER DUTIES

10.1 Data Added to Pelt8

The Licensed Company undertakes to use the Pelt8 Software and related services solely for the purposes agreed upon in this Agreement. The Licensed Company is solely responsible for the accuracy, quality, and legality of the content they and their authorized users create, upload, or share using the SaaS services. The Licensed Company is also responsible for meeting the minimum system requirements (e.g., browser compatibility) for using the Pelt8 Platform and maintaining the data necessary for SaaS service functionality, notwithstanding Pelt8’s responsibility for data backup.

10.2 Unauthorized Access

The Licensed Company is responsible for taking adequate measures to prevent unauthorized access by third parties to the Software. The Licensed Company shall instruct its employees about the intellectual property rights involved and the importance of data security. Specifically, employees should not make unauthorized copies of the Software or share access credentials with others.

10.3 Account and Password

Upon gaining access to the Software, the Licensed Company is required to generate a User ID and password via Microsoft Authenticator. The Licensed Company must maintain strict confidentiality over the User ID and password and must not share these credentials with third parties. Any unauthorized access or security breaches should be reported to Pelt8 immediately, at which point Pelt8 may reset the User ID and password as a precaution.

10.4 Access Security

The Licensed Company shall take all reasonable and necessary measures to maintain or enhance data, software, and network connection security. This may include but is not limited to securing physical and digital access points, updating credentials regularly, and using strong authentication measures.

10.5 Agreement Termination

Upon termination of the contractual relationship, the Licensed Company is responsible for safeguarding their data. Pelt8 will retain data for 90 day after contract termination, after which all data will be permanently deleted unless required otherwise by legal obligations.

10.6 Agreement Breach

If the Licensed Company breaches any obligations under these terms or other contractual provisions, Pelt8 reserves the right to temporarily or permanently restrict or revoke access to all Pelt8 services, including access to the Licensed Company’s Pelt8 account.

10.7 Cooperation with Pelt8

The Licensed Company shall cooperate with Pelt8 in fulfilling this Agreement to a reasonable extent, bearing any associated costs, and provide Pelt8 with necessary information or assistance required for Agreement performance.

10.8 Unauthorized Use

Unless expressly authorized by law or Pelt8, the Licensed Company may not:

• Copy, modify, create derivative works, reverse-engineer, decompile, translate, or otherwise attempt to extract the source code of the Software.

• Resell, rent, transfer, or use the Pelt8 Software for purposes outside the Licensed Company’s authorized usage. The Software is not to be used as a backup solution for Licensed Company Data.

10.9 License and Warranty

The Licensed Company authorizes Pelt8 to process Licensed Company Data under this Agreement, warranting that data processing will not infringe third-party rights. If a third party asserts a claim against Pelt8 due to a Licensed Company’s breach, the Licensed Company may take on the defense but must reimburse Pelt8 for costs and damages arising from the claim.

11. PRICES AND PAYMENT CONDITIONS

11.1 Fee

The Customer is obligated to pay the agreed-upon fee outlined in the subscription plan or corresponding service description, plus VAT, to the Provider for the ordered services. Unless specified otherwise, fees are due upon signing of the Agreement. The Provider or an authorized third party engaged for billing will send invoices to the email address provided by the Customer for billing purposes.

11.2 Price Changes

The Provider reserves the right to make reasonable changes to service fees and/or content to reflect advancements in technology, operational needs, or software development. However, any fee changes will only apply at the start of a new subscription term. For multi-year agreements, fees will remain fixed during the agreed term to provide the Customer with financial stability.

In the event of a fee change, the Provider will inform the Customer in writing. If the Customer finds the new terms unacceptable, they have the right to terminate the contract with a 15-day notice from the effective date of the new terms.

11.3 Default of Payment

If the Customer fails to make timely payments, the Provider reserves the right to temporarily suspend the Customer’s Pelt8 account and access to all provided services until payment is received. During suspension, the agreed fees remain due and payable in full. The Customer is also required to cover additional costs incurred by the Provider, including collection fees, legal costs, and attorney's fees.

12. PELT8 WARRANTIES

Pelt8 warrants that the Software will have the functionalities required for its intended use as outlined in this Agreement and will be accessible using an up-to-date, commonly used Internet browser.

12.1 Infringement of Third-Party Rights

Pelt8 warrants that the Software, when used in accordance with this Agreement, will not infringe third-party proprietary rights. Should a third party raise a claim against the Customer due to Software use, Pelt8 will act promptly to address the claim by either securing necessary rights from the third party, modifying the Software to eliminate the infringement risk, or, if necessary, discontinuing the Software’s operation. If Pelt8 is unable to resolve the claim, the Customer has the right to withdraw from the Agreement and may request a prorated refund for any pre-paid fees.

In the event of any legal proceedings, Pelt8 may assume the defense at its own cost and discretion, including the resolution of third-party claims. Pelt8 will cover reasonable expenses incurred by the Customer in this context, as well as any damages awarded or required by legal enforcement due to such claims.

13. LIABILITY

13.1 Limitation

Within the limits of legal provisions, the Provider disclaims all liability to the Licensed Company (or any third party), particularly regarding the performance of contractual and non-contractual obligations and the loss of data (including negligence). This liability disclaimer also extends to damages that are directly or indirectly caused by the use of the Pelt8 Software.

If the Provider engages auxiliary persons or subcontractors to fulfill its contractual obligations, it remains responsible for the careful selection and instruction of these auxiliary persons. Warranties and liabilities are otherwise excluded to the maximum extent permitted by law. This disclaimer applies, in particular, to cases of willful misconduct and gross negligence.

The Parties' liability for all direct damages occurring in a contract year is limited to the following: (i) up to the total amount paid by the Licensed Company during that contract year, but not exceeding CHF 100,000; and (ii) for direct damages resulting specifically from a loss of Licensed Company Data, to twice that amount. Pelt8 shall only be liable for damages it caused intentionally or through gross negligence unless otherwise mandated by laws or regulations that impose a stricter liability standard. Where applicable laws or regulations impose a higher liability standard, such laws or regulations shall override the limitations set forth in this Agreement, as legally permitted.

The Parties disclaim any liability for indirect and consequential damages, which includes lost profits, lost savings, and reputational harm, regardless of the damage’s origin.

The Provider may immediately suspend storage space if there is reasonable suspicion that the stored data is unlawful or infringes third-party rights. Reasonable suspicion exists, in particular, if courts, authorities, or other third parties notify the Provider of such concerns. The Provider will promptly inform the Licensed Company of the suspension and the reason for it. This suspension will be lifted as soon as the suspicion is fully resolved.

13.2 Subcontractors

Pelt8’s liability for subcontractors is excluded to the maximum extent permitted by law, provided that Pelt8 exercised appropriate due diligence in selecting and managing subcontractors. Pelt8 commits to making all reasonable efforts to ensure that subcontractors engaged in delivering services related to this Agreement meet adequate standards of competence, reliability, and security. Should issues arise due to the actions or omissions of subcontractors, Pelt8 will, to the extent permitted by law, address these issues promptly, consistent with the terms of this Agreement, while preserving its right to seek indemnification or remedies from subcontractors as applicable.

13.3 Indemnification

The Licensed Company agrees to indemnify, defend, and hold harmless the Provider from and against any and all claims, demands, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorney's fees) arising from or related to any use of the SaaS service by the Licensed Company or its authorized users in violation of this Agreement. The Licensed Company is responsible for reimbursing the Provider for all costs incurred due to potential legal infringements resulting from such use.

14. TERM AND TERMINATION

14.1 Term

For Licensed Companies, this Agreement takes effect upon signing the Standard Subscription Form or any additional agreement that governs the relationship between the parties. The Agreement will remain valid for the minimum term specified therein and will automatically renew unless terminated in accordance with this section.

14.2 Ordinary Termination

Either Party may terminate this Agreement by providing the other Party with a written termination notice at least 30 days before the end of the minimum term specified in the Standard Subscription Form or any subsequent renewal period.

14.3 Extraordinary Termination

This Agreement may be terminated with immediate effect (i) under the circumstances foreseen in this Agreement, or (ii) if the other Party breaches a material obligation and fails to cure such breach within 10 days after receiving a written notice to that effect, provided the breach is curable.

14.4 Termination Notice

Termination under this Agreement requires written notice sent by registered mail. In cases of extraordinary termination, the termination notice must specify the grounds for termination.

14.5 Consequences of Termination

Upon contract termination, the Provider will store the Licensed Company's data for one month. After this period, the data will be permanently deleted without further notice. The Licensed Company is not entitled to a refund of any fees already paid.

The right to terminate the contract for good cause remains unaffected. The Provider reserves the right to terminate the contract immediately if the Licensed Company seriously breaches these GTC or fails to meet payment obligations.

In cases of early termination of a Multi-Year Commitment by the Customer, the Customer is required to pay 50% of the remaining Subscription Fees. To calculate the remaining fees, determine the remaining contract years, multiply this by the annual Subscription Fee (considering applicable discounts), and pay the resulting amount, which will be invoiced by the Provider and is due within 20 days of the invoice date.

14.6 Return to Standard Rate

If the Agreement continues after the end of the Multi-Year Commitment term, the subscription will automatically revert to the standard, non-discounted subscription rate, as outlined in the Provider's current pricing structure.

15. CHANGES TO THE AGREEMENT

The Provider reserves the right to modify these GTC at any time. Changes will be communicated to the Licensed Company by email. If the Licensed Company does not object within 14 days of receiving the notification email, the changes will be considered accepted. The notification email will include information about the right to object and the implications of non-objection.

16. FINAL PROVISIONS

16.1 Notifications

Unless explicitly specified otherwise, any notifications required to exercise rights or obligations under this Agreement shall be in writing.

16.2 Severability

If any provision or part of this Agreement is found to be invalid or unenforceable, the validity of the remaining provisions shall not be affected. The Parties shall amend the Agreement to replace the void or ineffective part in a manner that best achieves its original purpose.

16.3 Assignment and Transfer

This Agreement may only be assigned or transferred to third parties with the other Party’s prior written consent, which may only be withheld for good cause.

16.4 Dispute Resolution

Both Parties agree to attempt, in good faith, to resolve any disputes arising from this Agreement amicably.

16.5 Set-Off

The Licensed Company is not entitled to set off any amounts owed under this Agreement against other claims against Pelt8, unless expressly permitted.

16.6 Non-Solicitation

The Licensed Company shall not, without Pelt8’s prior written consent, engage, employ, or solicit for employment any employee or subcontractor of Pelt8 involved in performing this Agreement during its term and for 12 months following its termination.

16.7 Force Majeure

Delays or failures caused by events outside the control of the affected Party, such as natural disasters or governmental actions, do not constitute a breach of this Agreement. This exclusion does not apply to events preventable by appropriate technical or organizational measures, nor does it apply to payment obligations.

16.8 Third-Party Rights and Assignment

Only the Licensed Company has direct claims against Pelt8 under this Agreement; other licensed companies or users do not have third-party beneficiary rights. Assignment of the Agreement or any rights under it requires the other Party's written consent, except for assignments by Pelt8 to its Affiliates.

16.9 Choice of Law

Any disputes, including those relating to the validity, enforceability, interpretation, execution, breach, modification, or termination of this Agreement, shall be submitted to the exclusive jurisdiction of the courts of Zurich, Switzerland.